The Board of Directors has established three committees: an Audit Committee, a Remuneration Committee and a Nomination Committee. All committees report to the Board of Directors and have Rules of Procedure adopted by the Board of Directors. The chairman of the Board of Directors also serves as chairman of the Nomination Committee and Remuneration Committee. The Audit Committee shall elect a chairman.
The Audit Committee’s tasks include review, assessment and supervision of the financial reporting, the audit process and the internal control and risk management systems. The Audit Committee currently consists of three members: Marlene Forsell (Chairman), Dianne Blixt and Luc Missorten. All members of the Audit Committee are considered independent and have relevant financial expertise. In 2019, the Audit Committee held five meetings and the attendance rate was 100%. Main activities in 2019 were:
- Review of the annual report and the quarterly financial statements
- Review of the main accounting principles and significant accounting estimates
- Review of the adequacy and effectiveness of the Group’s internal control and risk management organisation and systems
- Assessment of a new reporting structure
- Review of the Group’s treasury and insurance policies
- Assessment of financing and capital structure
- Assessment of the need for an internal audit function
- Recommendation for the selection of external auditors, including evaluation of independence and competences
- Status of any reporting under the Group’s whistleblower scheme.
The Remuneration Committee provides recommendations to the Board of Directors regarding the Remuneration Policy and submits proposals to the Board of Directors for the remuneration of the Board of Directors and the Executive Management. The Remuneration Committee currently consists of four members: Nigel Northridge (Chairman), Henrik Brandt, Luc Missorten and Claus Gregersen. All members of the Remuneration Committee with the exception of Claus Gregersen qualify as being independent of the Company.
In 2019, the Remuneration Committee had three meetings, and the attendance rate was 83%. Main activities in 2019 were:
- Determination of the key performance indicators and targets related to the long-term and the short-term incentive programmes and assessment of actual performance
- Determination of participants under the long-term and short-term incentive programmes
- Assessment/review of the remuneration of the Executive Management and the Board of Directors
- Approval of Remuneration Report and preliminary steps for review of Remuneration Policy
The Nomination Committee supports the Board of Directors’ decisions with respect to the nomination of the members of the Board of Directors and the appointment of the members of the Executive Management. The Nomination Committee currently consists of four members: Nigel Northridge (Chairman), Henrik Brandt, Luc Missorten and Claus Gregersen. All members of the Nomination Committee with the exception of Claus Gregersen qualify as being independent of the Company.
In 2019, the Nomination Committee held one meeting with a 100% attendance rate.
The main activities in 2019 included:
- Evaluation of the composition, competences and performance of the Board of Directors and the Executive Management
- Recommendation of new Board members and of composition of Board committees